23 Nov

Proposed issue of securities - 360

Proposed issue of securities Proposed issue of securities 1 / 11 Announcement Summary Entity name LIFE360 INC. Announcement Type New announcement Date of this announcement 23/11/2021 The Proposed issue is: Total number of +securities proposed to be issued for an accelerated offer ASX +security code +Security description Maximum Number of +securities to be issued 360 CDI 3:1 US PERSON PROHIBITED EXCLUDING QIB 9,984,000 Trading resumes on an ex-entitlement basis (ex date) 25/11/2021 +Record date 25/11/2021 Offer closing date for retail +security holders 13/12/2021 Issue date for retail +security holders 20/12/2021 Total number of +securities proposed to be issued for a placement or other type of issue ASX +security code +Security description Maximum Number of +securities to be issued 360 CDI 3:1 US PERSON PROHIBITED EXCLUDING QIB 13,350,000 Proposed +issue date 3/12/2021 Refer to next page for full details of the announcement A placement or other type of issue A placement or other type of issue An accelerated offer Proposed issue of securities Proposed issue of securities 2 / 11 Proposed issue of securities Proposed issue of securities 3 / 11 Part 1 - Entity and announcement details 1.1 Name of +Entity LIFE360 INC. We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation). 1.2 Registered Number Type ARBN Registration Number 629412942 1.3 ASX issuer code 360 1.4 The announcement is 1.5 Date of this announcement 23/11/2021 1.6 The Proposed issue is: 1.6b The proposed accelerated offer is Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO) A placement or other type of issue A placement or other type of issue An accelerated offer New announcement Proposed issue of securities Proposed issue of securities 4 / 11 Part 3 - Details of proposed entitlement offer issue Part 3A - Conditions 3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? Part 3B - Offer details Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued ASX +security code and description 360 : CDI 3:1 US PERSON PROHIBITED EXCLUDING QIB Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Will the proposed issue of this +security include an offer of attaching +securities? If the entity has quoted company options, do the terms entitle option holders to participate on exercise? Details of +securities proposed to be issued ASX +security code and description 360 : CDI 3:1 US PERSON PROHIBITED EXCLUDING QIB ISIN Code (if Issuer is a foreign company and +securities are non CDIs) ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs) Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) Has the offer ratio been determined? The quantity of additional +securities to be issued For a given quantity of +securities held Yes No No Existing class No Proposed issue of securities Proposed issue of securities 5 / 11 to be issued 25 held 391 What will be done with fractional entitlements? Fractions rounded up to the next whole number Maximum number of +securities proposed to be issued (subject to rounding) 9,984,000 Offer price details for retail security holders Has the offer price for the retail offer been determined? In what currency will the offer be made? AUD - Australian Dollar What is the offer price per +security for the retail offer? AUD 12.00000 Offer price details for institutional security holders Has the offer price for the institutional offer been determined? In what currency will the offer be made? AUD - Australian Dollar What is the offer price per +security for the institutional offer? AUD 12.00000 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Describe the limits on over-subscription Limited to 25% of each securityholder's entitlement Will a scale back be applied if the offer is over-subscribed? Describe the scale back arrangements Life360 reserves the right to scale back applications for additional new CDIs in its absolute discretion Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Yes Yes Yes Yes Proposed issue of securities Proposed issue of securities 6 / 11 Part 3D - Timetable 3D.1a First day of trading halt 23/11/2021 3D.1b Announcement date of accelerated offer 23/11/2021 3D.2 Trading resumes on an ex-entitlement basis (ex date) 25/11/2021 3D.5 Date offer will be made to eligible institutional +security holders 23/11/2021 3D.6 Application closing date for institutional +security holders 24/11/2021 3D.8 Announcement of results of institutional offer (The announcement should be made before the resumption of trading following the trading halt) 25/11/2021 3D.9 +Record date 25/11/2021 3D.10a Settlement date of new +securities issued under institutional entitlement offer 2/12/2021 3D.10b +Issue date for institutional +security holders 3/12/2021 3D.10c Normal trading of new +securities issued under institutional entitlement offer 3/12/2021 3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue 30/11/2021 3D.12 Offer closing date for retail +security holders 13/12/2021 3D.13 Last day to extend retail offer close date 8/12/2021 Proposed issue of securities Proposed issue of securities 7 / 11 3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer 20/12/2021 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? 3E.1a Who is the lead manager/broker? Credit Suisse (Australia) Limited and Bell Potter Securities Limited 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Refer to summary of Underwriting Agreement in the investor presentation lodged with the ASX on the date of the Appendix 3B 3E.2 Is the proposed offer to be underwritten? 3E.2a Who are the underwriter(s)? Credit Suisse (Australia) Limited and Bell Potter Securities Limited 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? Fully underwritten 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Refer to summary of Underwriting Agreement in the investor presentation lodged with the ASX on the date of the Appendix 3B 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated Refer to summary of Underwriting Agreement in the investor presentation lodged with the ASX on the date of the Appendix 3B 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer No No Yes Yes Proposed issue of securities Proposed issue of securities 8 / 11 Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue To fund the acquisition of Tile, Inc. and otherwise strengthen the Company¿s balance sheet and working capital reserves 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue Refer to the international offer restrictions in the investor presentation lodged with ASX on the date of this Appendix 3B 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities 3F.5a Please provide further details of the offer to eligible beneficiaries The Retail Entitlement Offer will be made available to eligible retail securityholders being those persons with a registered address and who otherwise meet the criteria set out in the retail offer booklet which will be lodged with ASX on 30 November 2021. 3F.6 URL on the entity's website where investors can download information about the proposed issue https://investors.life360.com/investor-relations/?page=asx-announcements 3F.7 Any other information the entity wishes to provide about the proposed issue 3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? 3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) No Yes No No The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) No Yes No No Proposed issue of securities Proposed issue of securities 9 / 11 Part 7 - Details of proposed placement or other issue Part 7A - Conditions 7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Part 7B - Issue details Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Will the proposed issue of this +security include an offer of attaching +securities? Details of +securities proposed to be issued ASX +security code and description 360 : CDI 3:1 US PERSON PROHIBITED EXCLUDING QIB Number of +securities proposed to be issued 13,350,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? In what currency is the cash consideration being paid? AUD - Australian Dollar What is the issue price per +security? AUD 12.00000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Yes No Existing class No Proposed issue of securities Proposed issue of securities 10 / 11 Part 7C - Timetable 7C.1 Proposed +issue date 3/12/2021 Part 7D - Listing Rule requirements 7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 13350000 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? 7E.1a Who is the lead manager/broker? Credit Suisse (Australia) Limited and Bell Potter Securities Limited 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Refer to the summary of the Underwriting Agreement in the investor presentation lodged with ASX on the date of this Appendix 3B 7E.2 Is the proposed issue to be underwritten? Yes Yes No No No No Yes No Proposed issue of securities Proposed issue of securities 11 / 11 7E.2a Who are the underwriter(s)? Credit Suisse (Australia) Limited and Bell Potter Securities Limited 7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)? Fully underwritten 7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)? Refer to the summary of the Underwriting Agreement in the investor presentation lodged with ASX on the date of this Appendix 3B 7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated. Refer to the summary of the Underwriting Agreement in the investor presentation lodged with ASX on the date of this Appendix 3B 7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities To fund the acquisition of Tile, Inc. and otherwise strengthen the Company's balance sheet and working capital reserves. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? 7F.2 Any other information the entity wishes to provide about the proposed issue 7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) No No
Information on this Website is provided for general information purposes only and is not a substitute for professional advice. ASX Information (including company announcements and prices) is delayed by at least 20 minutes. JSE Information (including company announcements and prices) is delayed by at least 15 minutes. Reliance on the information you access on or from this Website is solely at your own risk. We make no representation or warranty in relation to the future performance of the companies that appear on this Website. Investment in securities involves risk and you should obtain independent professional legal, financial, investment or company advice before acting on any of the information you access on this Website. Using, browsing or otherwise accessing this Website is subject to our Terms and Conditions and our Privacy Policy.

© 2021 Listcorp. ABN 60 166 140 307

Never miss news from Life360, Inc. (ASX:360) when you join Listcorp.